"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Seller;

"Contract" means the contract for the purchase and sale of the Goods;

"Writing" includes written communications delivered by hand, by post, by e-mail or by facsimile transmission.

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

Basis of the Sale

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is accepted or purported to be accepted by the Buyer.

No variation to these Conditions shall be binding unless agreed in Writing and signed by the authorised representatives of the Buyer and the Seller.

The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations, which are not so confirmed.

Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

Any typographical, clerical or other error or omission in any sales literature, catalogue, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

All drawing, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They do not form part of the Contract.

Orders and Specifications

No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer.

The quantity, quality and description of and any specification for the Goods shall be those set out in the Buyer's order.

If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with specification submitted by the Buyer (including agreed modifications to indigenous prototype brackets) the Buyer shall be indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

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The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

No order which has been accepted by the Seller may be cancelled by the Buyer except with the prior agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

Price of the Goods

The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. In the event that such a price increase exceeds 10% of the original value of the goods, the Buyer shall have the right to cancel my order for such goods, without liability or penalty to the seller.

Unless otherwise agreed in Writing between the Buyer and the Seller, all prices given by the Seller excludes delivery to an address outside the UK mainland, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

The price is exclusive of any applicable value added tax (which the Buyer shall be additionally liable to pay to the Seller) and is also exclusive of all withholdings taxes, levies, or deductions of any nature whatsoever which shall be borne by the Buyer.

Terms of Payment

Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

The Seller reserves the right to specify in the purchase order the method and/or manner of payment required and any security therefor.

The Buyer shall pay the price of the Goods by electronic banking/CHAPS on the date of the Seller’s invoice. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

The Buyer shall not be entitled to suspend its payment obligations arising under this clause 5, nor may it set-off or deduct any amount owing pursuant thereto for any reason whatsoever.

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

cancel the contract or suspend any further deliveries to the Buyer; and

appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

charge the Buyer interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998

The provisions of clause 5.5 above shall override any credit arrangements agreed between the Seller and the Buyer.

Delivery

Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

In the event of the Seller failing to deliver the quantity of goods agreed between the Buyer and Seller in accordance with clause 2.1 above, the Buyer shall so notify the Seller in Writing within one week of taking delivery of the Goods. Should the Buyer fail to give such notification, the Seller shall be under no obligation to remedy the error.

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If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

store the Goods until actual delivery and charge the Buyer for the costs (including insurance) of storage; or

sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

Risk and Property

The goods are at the risk of the Buyer from the time of delivery.

Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:

the Goods; and

all other sums which are or which become due to the Seller from the Buyer on any account.

Until ownership of the Goods has passed to the Buyer, the Buyer must:

hold the Goods on a fiduciary basis as the Seller's bailee;

store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property;

not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

maintain the Goods in satisfactory condition insured on the Seller's behalf for their full price against all reasonable risks to the satisfaction of the Seller. On request, the Buyer shall produce the policy of insurance to the Seller; and

hold the proceeds of the insurance referred to in clause 7.3.4 on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn back account.

The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

any sale shall be effected in the ordinary course of the Buyer's business at full market value; and

any such sale shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

The Buyer's right to possession of the Goods shall terminate immediately if:

The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether form or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertake or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to obverse/perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

the Buyer encumbers or in any way charges any of the Goods.

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The Buyer grants the Seller, its agents and employees a licence during normal working hours and upon notice to enter any premises where the Goods are or may be stored in order to inspect them or, where the Buyer's right to possession has terminated, to recover them.

Warranties and Liability

Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of two months from the date of their initial use or two months from delivery, whichever is the first to expire.

The above warranty is given by the Seller subject to the following conditions:

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the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approval;

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Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer is not affected by these Conditions.

Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on inspection) within one month of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer. In the case of the Seller electing to replace the Goods, ownership of the defective Goods shall pass to the Seller.

Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s control:

Act of God, explosion, flood, tempest, fire or accident;

war or threat of war, sabotage, insurrection, civil disturbance or requisition;

acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

import or export regulations or embargoes;

strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

the Buyer ceases, or threatens to cease, to carry on business; or

the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or

any events equivalent to those specified in clauses 9.1.1 to 9.1.4 above occur in a jurisdiction in which the Buyer is incorporated, carries on business or has offices.

If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Without prejudice to the Seller's other rights and remedies the Seller may immediately suspend or terminate the performance of its obligations (in whole or in part) if the Buyer is in breach of one or more of its obligations under these Conditions and having being notified in Writing of the breach by the Seller fails to remedy such breach within seven days of receipt of notification.

Export Terms

Where the goods are supplied for export from the United Kingdom, the provision of this clause 10 shall (subject to any special terms being agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.

The buyer shall be responsible for complying with any legislations or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.

Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered fob the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

The Buyer shall be responsible for arranging and testing and inspection of the Goods at the Sellers premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment, or in respect of any damage during transit.

General

Neither party shall be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

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All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

(in the case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or

(in the case of communications to the Buyer) to the registered offices of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Seller by the Buyer.

Communications shall be deemed to have been delivered:

If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);

If delivered by hand, on the day of delivery; or

If sent by facsimile transmission on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day.

Communications addressed to the Seller shall be marked for the attention of Steve Taylor.

Each right or remedy of the Parties under the Contract is without prejudice to any other right or remedy of the Parties whether under the Contract or not.

No waiver by the Parties of any breach of the Contract by the Parties shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

All correspondence relating to, or in connection with, these Conditions shall be in the English language.

The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.